REG - LSEG Finance PLC LondonStockExGroup - Notice of Noteholder Meetings

London Stock ExchangeAnnouncement

24/03/2026 15:45

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RNS Number : 9523X  LSEG Finance PLC  24 March 2026

NOTICE OF NOTEHOLDER MEETINGS

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF

NOTEHOLDERS.

If Noteholders are in any doubt about any aspect of the proposals in this
notice and/or the action they should take, they are recommended to seek their
own financial advice immediately from their broker, bank manager, solicitor,
accountant or other financial adviser authorised under the Financial Services
and Markets Act 2000 (if they are in the United Kingdom) or from another
appropriately authorised independent financial adviser and such other
professional adviser from their own professional advisers as they deem
necessary.

FURTHER INFORMATION REGARDING THE MATTERS REFERRED TO IN THIS ANNOUNCEMENT IS
AVAILABLE IN THE CONSENT SOLICITATION MEMORANDUM (THE "CONSENT SOLICITATION
MEMORANDUM") ISSUED BY THE ISSUER TODAY, AND ELIGIBLE NOTEHOLDERS (AS DEFINED
BELOW) ARE ENCOURAGED TO READ THIS ANNOUNCEMENT IN CONJUNCTION WITH THE SAME.

 

LSEG Finance plc

(incorporated with limited liability in England and Wales under registered
number 13091751)

(the "Issuer")

NOTICE OF SEPARATE NOTEHOLDER MEETINGS

to the holders of the

£400,000,000 4.500 per cent. Guaranteed Notes due 19 October 2028 issued by
the Issuer and guaranteed by London Stock Exchange Group plc ("LSEG plc")
(ISIN: XS3182450372) (the "2028 Notes")

£500,000,000 4.875 per cent. Guaranteed Notes due 19 September 2032 issued by
the Issuer and guaranteed by LSEG plc (ISIN: XS3182450539) (the "2032 Notes")

(each a "Series" and, together, the "Notes")

of the Issuer presently outstanding.

NOTICE IS HEREBY GIVEN that separate meetings (each a "Meeting" and together,
the "Meetings") of the Noteholders of each Series convened by the Issuer will
be held virtually on 16 April 2026 for the purpose of considering and, if
thought fit, passing the applicable resolution set out below, with the
implementation of that resolution being subject to satisfaction of the
condition set out in paragraph 9(b) thereof (the "Eligibility Condition") and
which resolution will be proposed as an Extraordinary Resolution in accordance
with the provisions of the Trust Deed dated 8 August 2023, as amended,
restated, modified and/or supplemented from time to time, (the "Trust Deed")
made between, inter alios, the Issuer, LSEG plc and HSBC Corporate Trustee
Company (UK) Limited (the "Trustee").

The initial Meeting in respect of:

(i)            the 2028 Notes (the "2028 Notes Meeting") will commence
at 10.15 a.m. (London time) (or, if later, as soon thereafter as the meeting
convened on the same date in respect of the £500,000,000 1.625 per cent.
Notes due 6 April 2030 issued by LSEG plc, has been concluded or adjourned);
and

(ii)           the 2032 Notes will commence at 10.30 a.m. (London time)
or after the completion of the 2028 Notes Meeting (whichever is later).

The Issuer has determined that the Meetings will be held virtually rather than
physically in person and, in accordance with the provisions of the Trust Deed,
has requested that the Trustee prescribe appropriate regulations regarding the
holding of the Meetings.

Capitalised terms used in this Notice and not otherwise defined herein shall
have the meanings given to them in the Consent Solicitation Memorandum dated
24 March 2026 (the "Consent Solicitation Memorandum"), which is available to
Eligible Noteholders (as defined below) from the Information and Tabulation
Agent (including on the website of the Information and Tabulation Agent (the
"Transaction Website") (https://projects.sodali.com/lseg
(https://projects.sodali.com/lseg) )) (see "Documents Available for
Inspection" below). In accordance with normal practice, the Trustee, the
Solicitation Agent, the Information and Tabulation Agent and the Principal
Paying Agent have not been involved in the formulation of the Noteholder
Proposal (as defined below). None of the Trustee, the Information and
Tabulation Agent, the Solicitation Agent, the Principal Paying Agent and any
of their respective directors, officers, employees, agents, representatives or
affiliates express any opinion on, nor make any representations as to the
merits of, the Noteholder Proposal, the relevant Extraordinary Resolution or
the proposed amendments referred to in the relevant Extraordinary Resolution
set out below.

None of the Trustee, the Information and Tabulation Agent, the Solicitation
Agent, the Principal Paying Agent or any of their respective directors,
officers, employees, agents, representatives or affiliates makes any
representation that all relevant information has been disclosed to Noteholders
in or pursuant to this Notice, the Consent Solicitation Memorandum or
otherwise. None of the Trustee, the Information and Tabulation Agent, the
Solicitation Agent, the Principal Paying Agent or any of their respective
directors, officers, employees, agents, representatives or affiliates has
approved the draft Supplemental Trust Deed or the draft Amended and Restated
Final Terms referred to in the relevant Extraordinary Resolution set out below
and the Trustee recommends that Noteholders arrange to inspect and review such
draft Supplemental Trust Deed and Amended and Restated Final Terms as provided
below in this Notice. Accordingly, Noteholders of the relevant Series should
take their own independent legal, financial, tax or other advice on the merits
and the consequences of voting in favour of the relevant Extraordinary
Resolution, including any tax consequences, and on the impact of the
implementation of the relevant Extraordinary Resolution.

None of the Trustee, the Information and Tabulation Agent, the Solicitation
Agent, the Principal Paying Agent or any of their respective directors,
officers, employees, agents, representatives or affiliates are responsible for
the accuracy, completeness, validity or correctness of the statements made in
the Consent Solicitation Memorandum or this Notice, or omissions therefrom.

Neither this Notice nor the Consent Solicitation Memorandum constitutes or
forms part of, or should be construed as, an offer for sale, exchange or
subscription of, or a solicitation of any offer to buy, exchange or subscribe
for, any securities of the Issuer or any other entity. The distribution of the
Consent Solicitation Memorandum may nonetheless be restricted by law in
certain jurisdictions. Persons into whose possession the Consent Solicitation
Memorandum comes are required to inform themselves about, and to observe, any
such restrictions.

BACKGROUND

On 19 January 2026, new rules implementing the Public Offers and Admissions to
Trading Regulations took effect (the "POATRs") took effect in the UK. The
rules govern the offering of securities to the public and their admission to
trading in the UK, replacing the EU-derived UK Prospectus Regulation
(Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
EUWA) (the "UK Prospectus Regulation"). The new rules are intended to make it
easier for companies to raise capital in the UK, promote wider participation
in the capital markets by retail investors, and improve the relative
competitiveness of UK regulation compared to other jurisdictions. As a result,
UK-listed companies (and wholly owned subsidiaries of such UK-listed companies
provided that the bonds are guaranteed by the UK-listed parent) may now offer
bonds to both wholesale and UK retail investors in a single security with no
increase in disclosure compared to the previous wholesale disclosure standard.
The Proposed Amendments will allow the Notes to qualify as Plain Vanilla
Listed Bonds ("PVLBs") under the POATRs, as set out in the "Rationale" section
below.

Proposed Amendments

The Issuer has convened the Meetings for the purpose of enabling the relevant
Noteholders to consider and, if they think fit, approve a proposal (the
"Noteholder Proposal") by way of an Extraordinary Resolution in relation to
the relevant Series for the purposes of:

(a)           amending the Specified Denominations of the Notes from
£100,000 and integral multiples of £1,000 in excess thereof, to be £1,000
and integral multiples of £1,000 in excess thereof;

(b)           amending the relevant Final Terms of the Notes to reflect
that the Notes will be eligible for purchase by UK retail investors as they
qualify as PVLBs; and

(c)           enabling investors to hold interests in the Notes through
Euroclear UK & Ireland Limited (formerly known as CRESTCo Limited)
("CREST") via the issuance of dematerialised depository interests ("CREST
Depository Interests" or "CDIs"),

(the "Proposed Amendments").

The Proposed Amendments are set out in more detail in the Annex below, and
will be implemented on a Series by Series basis as soon as reasonably
practicable following the conclusion of the Meeting for the relevant Series at
which the relevant Extraordinary Resolution is passed (and the Eligibility
Condition satisfied). Provided an Extraordinary Resolution is passed (and the
Eligibility Condition satisfied) at the initial Meeting for the relevant
Series, implementation of the Proposed Amendments in respect of such Series is
expected to occur on 20 April 2026 (the "Implementation Date").

Rationale

The sterling corporate bond market is a key source of long-term debt finance
for LSEG plc and its subsidiaries, including LSEGF. The Notes were issued
under the EU Prospectus Regulation (Regulation (EU) 2017/1129) and the UK
Prospectus Regulation with minimum denominations of £100,000 and were not
eligible for purchase by UK retail investors at issuance.

The amendments outlined in the Noteholder Proposal seek to (i) reduce the
minimum denominations of each Series from £100,000 to £1,000, (ii) enable
investors to hold interests in each Series through CREST via the issuance of
CDIs, and (iii) amend the relevant Final Terms for each Series to ensure that
each Series is eligible for purchase by UK retail investors. These are the
minimal changes required for the Notes to qualify as PVLBs under the POATRs,
and to be recognised as Access Bonds ("ABs") by the London Stock Exchange,
facilitating access to the Notes by UK retail investors in the secondary
market.

For the Noteholders, the amendments may be expected to increase the liquidity
of the Notes. As the amendments are purely administrative in nature, there
will be no changes in cash flows for Noteholders that hold their respective
Notes to maturity. For the Issuer and LSEG plc, the amendments will facilitate
access to the Notes by a new group of investors, which may increase the
likelihood of their participation in any future PVLB or AB issuance by the
Issuer, LSEG plc or its subsidiaries.  For both Noteholders, the Issuer and
LSEG plc, the amendments will demonstrate support for the aim of the UK
Financial Conduct Authority to promote wider participation in the UK capital
markets by UK retail investors.

Risk Factor

Interests in the Notes may be held as CREST Depositary Interests and holders
of such interests in the Notes will be subject to additional provisions and,
as a result, the rights of, and returns received by, such holders may differ
from those of holders of Notes which are not represented by CREST Depositary
Interests

CREST Depository Interests are separate legal obligations distinct from the
Notes and holders of the CDIs ("CDI Holders") will be subject to additional
provisions other than the Conditions.

CDI Holders will hold or have an interest in a separate legal instrument and
will not be the legal owners of the Notes. The rights of CDI Holders to the
Notes are represented by the relevant entitlements against the CREST
Depository which (through CREST International Nominees Limited (the "CREST
Nominee")) holds interests in the Notes. Accordingly, rights under the Notes
cannot be enforced by CDI Holders except indirectly through the intermediary
depositaries and custodians. The enforcement of rights under the Notes will be
subject to the local law of the relevant intermediaries. This could result in
an elimination or reduction in the payments that otherwise would have been
made in respect of the Notes in the event of any insolvency or liquidation of
any of the relevant intermediaries, in particular where the Notes held in
clearing systems are not held in special purpose accounts and are fungible
with other securities held in the same accounts on behalf of other customers
of the relevant intermediaries.

The rights of the CDI Holders will be governed by the arrangements between
CREST, Euroclear, Clearstream, Luxembourg and the Issuer, including the global
deed poll dated 25 June 2001 (as subsequently modified, supplemented and/or
restated (the "CREST Deed Poll"). Potential investors should note that the
provisions of the CREST Deed Poll, the rules governing the operation of CREST,
consisting of the documents constituting the 'CREST Manual' as issued by
CREST, as amended, supplemented or replaced from time to time (together, the
"CREST Manual")) and the CREST Rules (contained in the CREST Manual) contain
indemnities, warranties, representations and undertakings to be given by CDI
Holders and limitations on the liability of the CREST Depository. CDI Holders
are bound by such provisions and may incur liabilities resulting from a breach
of any such indemnities, warranties, representations and undertakings in
excess of the amounts originally invested by them. As a result, the rights of,
and returns received by, CDI Holders may differ from those of holders of Notes
which are not represented by CDIs.

In addition, CDI Holders may be required to pay fees, charges, costs and
expenses to the CREST Depository in connection with the use of the CREST
International Settlement Links Service. These will include the fees and
expenses charged by the CREST Depository in respect of the provision of
services by it under the CREST Deed Poll and any taxes, duties, charges, costs
or expenses which may be or become payable in connection with the holding of
the Notes through the CREST International Settlement Links Service.

Potential investors should note that none of the Issuer, the Guarantor, the
Solicitation Agent, the Trustee and the Paying Agents, or any of their
respective directors, officers, employees, agents, representatives or
affiliates, will have any responsibility for the performance by any
intermediaries through which interests in the Notes and/or CREST Depository
Interests may be held, or their respective direct or indirect participants or
account holders of their respective obligations under the rules and procedures
governing their operations.

Investors should consider all of these matters when considering the Consent
Solicitations and the Proposed Amendments.

NOTEHOLDER PROPOSAL

Pursuant to this Notice, the Issuer has convened separate Meetings to request
that Noteholders of each Series consider and agree by Extraordinary Resolution
to the matters contained in the relevant Extraordinary Resolution set out
below.

The Issuer, under the Noteholder Proposal, is requesting that the Noteholders
of the relevant Series consider and if thought fit, pass the relevant
Extraordinary Resolution. If the relevant Extraordinary Resolution is passed
by the Noteholders of the relevant Series, and if the related Eligibility
Condition is satisfied, the Extraordinary Resolution will be binding on all
Noteholders of the relevant Series, whether present or not at the relevant
Meeting and whether or not voting.

The Noteholder Proposal is being put to Noteholders for the reasons set out in
"Background" above.

Eligible Noteholders are also referred to the Consent Solicitation Memorandum
which provides further background to the Noteholder Proposal and the reasons
therefor.

CONSENT SOLICITATION

Noteholders are further given notice that the Issuer has invited Eligible
Noteholders (as defined below) of each Series (each such invitation a "Consent
Solicitation") to consent to the approval, by Extraordinary Resolution at the
relevant Meeting, of the modification of the terms and conditions (the
"Conditions") of, and the Final Terms and the Trust Deed for, the relevant
Series as described in paragraph 1 (#_bookmark15) of the relevant
Extraordinary Resolution as set out below, all as further described in the
Consent Solicitation Memorandum.

The Consent Solicitation Memorandum and any other documents or materials
relating to the Consent Solicitations are only for distribution or to be made
available to persons who are (i) located and resident outside the United
States and not U.S. persons or acting for the account or benefit of a U.S.
person (in each case, as defined in Regulation S under the U.S. Securities Act
of 1933, as amended (the "Securities Act")), (ii) not retail investors (as
defined in each Extraordinary Resolution below) and, if applicable and acting
on a non-discretionary basis, who are acting on behalf of beneficial owners
that are not retail investors, (iii) persons who have professional experience
in matters relating to investments who fall within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or high net worth entities, and other persons to whom it may
otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of
the Order, and (iv) otherwise persons to whom the relevant Consent
Solicitation can be lawfully made and that may lawfully participate in the
relevant Consent Solicitation (all such persons, "Eligible Noteholders").

Subject to the restrictions described in the previous paragraph, Noteholders
may obtain from the date of this Notice a copy of the Consent Solicitation
Memorandum from the Information and Tabulation Agent, the contact details for
which are set out below. In order to receive a copy of the Consent
Solicitation Memorandum, a Noteholder will be required to provide confirmation
as to his or her status as an Eligible Noteholder.

EXTRAORDINARY RESOLUTION
IN RESPECT OF THE £400,000,000 4.500 per cent. guaranteed notes due 19
October 2028

"THAT this Meeting of the holders (together, the "Noteholders") of the
presently outstanding £400,000,000 4.500 per cent. Guaranteed Notes due 19
October 2028 (the "Notes") of LSEG Finance plc (the "Issuer"), constituted by
the trust deed dated 8 August 2023 as amended, restated, modified and/or
supplemented from time to time (the "Trust Deed") made between, inter alios,
the Issuer, London Stock Exchange Group plc (the "Guarantor") and HSBC
Corporate Trustee Company (UK) Limited (the "Trustee") as trustee for, inter
alios, the Noteholders:

1.             (subject to paragraph 9 (#_bookmark16) of this
Extraordinary Resolution) assents to the modification of the terms and
conditions of the Notes (the "Conditions"), as set out in Schedule 1 to the
Trust Deed, as completed by the Final Terms applicable to the Notes dated 17
September 2025, and to consequential or related amendments to the Trust Deed
and Final Terms for the Notes, as any of the same may from time to time be
modified or amended and restated in accordance with the Trust Deed, such that:

a.             the Specified Denominations for the Notes be £1,000 and
integral multiples of £1,000 in excess thereof;

b.             the Final Terms be amended to reflect that the Notes will
be eligible for purchase by UK retail investors as they qualify as Plain
Vanilla Listed Bonds; and

c.             investors are able to hold interests in the Notes through
Euroclear UK & Ireland Limited (formerly known as CRESTCo Limited)
("CREST") via the issuance of dematerialised depository interests ("CREST
Depository Interests" or "CDIs"),

all as more fully set out and (where applicable) defined in the Annex to the
Notice;

2.             (subject to paragraph 9 of this Extraordinary Resolution)
authorises, directs, requests and empowers:

(a)           the Issuer, the Guarantor and the Trustee to execute a deed
supplemental to the Trust Deed (the "Supplemental Trust Deed") to effect the
modifications referred to in paragraph 1 of this Extraordinary Resolution, in
the form or substantially in the form of the draft produced to this Meeting,
with such amendments thereto (if any) as the Trustee shall require or agree
to;

(b)           the Issuer and the Guarantor to execute an amended and
restated final terms in respect of the Notes (the "Amended and Restated Final
Terms") to effect the modifications referred to in paragraph 1 of this
Extraordinary Resolution, in the form or substantially in the form of the
draft produced to this Meeting, with such amendments thereto (if any) as the
Trustee shall require or agree to; and

(c)           the Issuer and the Trustee to execute and to do all such
other deeds, instruments, acts and things as may be necessary, desirable or
expedient in its sole opinion to carry out and to give effect to this
Extraordinary Resolution and the implementation of the modifications referred
to in paragraph 1 of this Extraordinary Resolution;

3.             (subject to paragraph 9 of this Extraordinary Resolution)
discharges and exonerates the Trustee from all liability for which they may
have become or may become responsible under the Trust Deed or the Notes or any
document related thereto in respect of any act or omission in connection with
the passing of this Extraordinary Resolution or its implementation, the
modifications referred to in paragraph 1 of this Extraordinary Resolution or
the implementation of those modifications or the executing of any deeds,
agreements, documents or instructions, the performance of any acts, matters or
things to be done to carry out and give effect to the matters contemplated in
the Supplemental Trust Deed, the Amended and Restated Final Terms, the Notice
or this Extraordinary Resolution;

4.             (subject to paragraph 9 of this Extraordinary Resolution)
irrevocably waives any claim that the Noteholders may have against the Trustee
arising as a result of any loss or damage which they may suffer or incur as a
result of the Trustee acting upon this Extraordinary Resolution (including but
not limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding on the holders) and the
Noteholders further confirm that the Noteholders will not seek to hold the
Trustee liable for any such loss or damage;

5.             (subject to paragraph 9 of this Extraordinary Resolution)
expressly agrees and undertakes to indemnify and hold harmless the Trustee
from and against all losses, liabilities, damages, costs, charges and expenses
which may be suffered or incurred by them as a result of any claims (whether
or not successful, compromised or settled), actions, demands or proceedings
brought against the Trustee and against all losses, costs, charges or expenses
(including legal fees) which the Trustee may suffer or incur which in any case
arise as a result of the Trustee acting in accordance with the Extraordinary
Resolution and the Trust Deed;

6.             (subject to paragraph 9 of this Extraordinary Resolution)
sanctions and assents to every abrogation, modification, compromise or
arrangement in respect of the rights of the Noteholders appertaining to the
Notes against the Issuer and/or the Guarantor, whether or not such rights
arise under the Trust Deed, the Conditions or otherwise, involved in,
resulting from or to be effected by the amendments referred to in paragraph 1
of this Extraordinary Resolution and their implementation;

7.             (subject to paragraph 9 of this Extraordinary Resolution)
waives any and all conditions precedent in respect of the execution and
delivery of the Supplemental Trust Deed and the Amended and Restated Final
Terms and implementation of this Extraordinary Resolution and authorises,
requests and instructs the Trustee not to obtain a legal opinion in relation
to the execution of the Supplemental Trust Deed and/or the Amended and
Restated Final Terms;

8.             (subject to paragraph 9 of this Extraordinary Resolution)
discharges and exonerates the Issuer and the Guarantor from all liability for
which it may have become or may become responsible under the Trust Deed, the
Notes or any document related thereto in respect of any act or omission in
connection with the passing of this Extraordinary Resolution or the executing
of any deeds, agreements, documents or instructions, the performance of any
acts, matters or things to be done to carry out and give effect to the matters
contemplated in the Supplemental Trust Deed, the Amended and Restated Final
Terms, the Notice or this Extraordinary Resolution;

9.             declares that the implementation of this Extraordinary
Resolution shall be conditional on:

(a)           the passing of this Extraordinary Resolution; and

(b)           the quorum required for, and the requisite majority of
votes cast at, this Meeting being satisfied by Eligible Noteholders only,
irrespective of any participation at this Meeting by Ineligible Noteholders
(and would also have been so satisfied if any Ineligible Noteholders who
provide confirmation of their status as Ineligible Noteholders and waive their
right to attend (virtually) and vote (or be represented (virtually)) at the
Meeting had actually participated at the Meeting) and further resolves that,
if the Extraordinary Resolution is passed at this Meeting but such condition
is not satisfied, the chairman of this Meeting and the Trustee are hereby
authorised, directed, requested and empowered to adjourn this Meeting until
such date, not less than 13 clear days nor more than 42 clear days later, and
time and place as may be appointed by the chairman of this Meeting and
approved by the Trustee, for the purpose of reconsidering resolutions 1 to 11
of this Extraordinary Resolution with the exception of resolution 9
(#_bookmark16) (b) (#_bookmark16) of this Extraordinary Resolution, and in
place of the foregoing provisions of resolution 9(b) the relevant condition
will be satisfied if the quorum required for, and the requisite majority of
votes cast at, the adjourned Meeting are satisfied by Eligible Noteholders
only, irrespective of any participation at the adjourned Meeting by Ineligible
Noteholders (and would also have been so satisfied if any Ineligible
Noteholders who provide confirmation of their status as Ineligible Noteholders
and waive their right to attend (virtually) and vote (or be represented
(virtually)) at the adjourned Meeting had actually participated at the
adjourned Meeting);

10.          acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:

"Consent Solicitation in respect of the Notes" means the invitation by the
Issuer to all Eligible Noteholders to consent to the modification of the
Conditions relating to the Notes and consequential or related amendments to
the Trust Deed and Final Terms for the Notes, as described in the Consent
Solicitation Memorandum and as the same may be amended in accordance with its
terms;

"Consent Solicitation Memorandum" means the consent solicitation memorandum
dated 24 March 2026 prepared by the Issuer in relation to, inter alia, the
Consent Solicitation in respect of the Notes;

"Eligible Noteholder" means each Noteholder who is (a) located and resident
outside the United States and not a U.S. person or acting for the account or
benefit of a U.S. person (in each case, as defined in Regulation S under the
Securities Act), (b) not a retail investor and, if applicable and acting on a
non-discretionary basis, who is acting on behalf of a beneficial owner that is
not a retail investor, (c) persons who have professional experience in matters
relating to investments who fall within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")
or high net worth entities, and other persons to whom it may otherwise
lawfully be communicated, falling within Article 49(2)(a) to (d) or the Order,
and (d) otherwise a person to whom the Consent Solicitation in respect of the
Notes can be lawfully made and that may lawfully participate in the Consent
Solicitation in respect of the Notes;

"Ineligible Noteholder" means each Noteholder who is not an Eligible
Noteholder;

"Notice" means the notice given by the Issuer to Noteholders on or around 24
March 2026;

"retail investor" means (A) a person in the EEA who is one (or both) of: (i) a
retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU
(as amended or superseded, "MiFID II"); or (ii) a customer within the meaning
of Directive 2016/97, where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or (B) a person
in the UK who is not a professional client, as defined in point (8) of Article
2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue
of the European Union (Withdrawal) Act 2018; and

"Securities Act" means the U.S. Securities Act of 1933, as amended.

11.          agrees that capitalised terms in this document where not
defined herein shall have the meanings given to them in the Trust Deed or the
Notice, as applicable."

EXTRAORDINARY RESOLUTION

IN RESPECT OF THE £500,000,000 4.875 per cent. guaranteed notes due 19
september 2032

"THAT this Meeting of the holders (together, the "Noteholders") of the
presently outstanding £500,000,000 4.875 per cent. Guaranteed Notes due 19
September 2032 (the "Notes") of LSEG Finance plc (the "Issuer"), constituted
by the trust deed dated 8 August 2023 as amended, restated, modified and/or
supplemented from time to time (the "Trust Deed") made between, inter alios,
the Issuer, London Stock Exchange Group plc (the "Guarantor") and HSBC
Corporate Trustee Company (UK) Limited (the "Trustee") as trustee for, inter
alios, the Noteholders:

1.             (subject to paragraph 9 (#_bookmark16) of this
Extraordinary Resolution) assents to the modification of the terms and
conditions of the Notes (the "Conditions"), as set out in Schedule 1 to the
Trust Deed, as completed by the Final Terms applicable to the Notes dated 17
September 2025, and to consequential or related amendments to the Trust Deed
and Final Terms for the Notes, as any of the same may from time to time be
modified or amended and restated in accordance with the Trust Deed, such that:

a.             the Specified Denominations for the Notes be £1,000 and
integral multiples of £1,000 in excess thereof;

b.             the Final Terms be amended to reflect that the Notes will
be eligible for purchase by UK retail investors as they qualify as Plain
Vanilla Listed Bonds; and

c.             investors are able to hold interests in the Notes through
Euroclear UK & Ireland Limited (formerly known as CRESTCo Limited)
("CREST") via the issuance of dematerialised depository interests ("CREST
Depository Interests" or "CDIs"),

all as more fully set out and (where applicable) defined in the Annex to the
Notice;

2.             (subject to paragraph 9 of this Extraordinary Resolution)
authorises, directs, requests and empowers:

(a)           the Issuer, the Guarantor and the Trustee to execute a deed
supplemental to the Trust Deed (the "Supplemental Trust Deed") to effect the
modifications referred to in paragraph 1 of this Extraordinary Resolution, in
the form or substantially in the form of the draft produced to this Meeting,
with such amendments thereto (if any) as the Trustee shall require or agree
to;

(b)           the Issuer and the Guarantor to execute an amended and
restated final terms in respect of the Notes (the "Amended and Restated Final
Terms") to effect the modifications referred to in paragraph 1 of this
Extraordinary Resolution, in the form or substantially in the form of the
draft produced to this Meeting, with such amendments thereto (if any) as the
Trustee shall require or agree to; and

(c)           the Issuer and the Trustee to execute and to do all such
other deeds, instruments, acts and things as may be necessary, desirable or
expedient in its sole opinion to carry out and to give effect to this
Extraordinary Resolution and the implementation of the modifications referred
to in paragraph 1 of this Extraordinary Resolution;

3.             (subject to paragraph 9 of this Extraordinary Resolution)
discharges and exonerates the Trustee from all liability for which they may
have become or may become responsible under the Trust Deed or the Notes or any
document related thereto in respect of any act or omission in connection with
the passing of this Extraordinary Resolution or its implementation, the
modifications referred to in paragraph 1 of this Extraordinary Resolution or
the implementation of those modifications or the executing of any deeds,
agreements, documents or instructions, the performance of any acts, matters or
things to be done to carry out and give effect to the matters contemplated in
the Supplemental Trust Deed, the Amended and Restated Final Terms, the Notice
or this Extraordinary Resolution;

4.             (subject to paragraph 9 of this Extraordinary Resolution)
irrevocably waives any claim that the Noteholders may have against the Trustee
arising as a result of any loss or damage which they may suffer or incur as a
result of the Trustee acting upon this Extraordinary Resolution (including but
not limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding on the holders) and the
Noteholders further confirm that the Noteholders will not seek to hold the
Trustee liable for any such loss or damage;

5.             (subject to paragraph 9 of this Extraordinary Resolution)
expressly agrees and undertakes to indemnify and hold harmless the Trustee
from and against all losses, liabilities, damages, costs, charges and expenses
which may be suffered or incurred by them as a result of any claims (whether
or not successful, compromised or settled), actions, demands or proceedings
brought against the Trustee and against all losses, costs, charges or expenses
(including legal fees) which the Trustee may suffer or incur which in any case
arise as a result of the Trustee acting in accordance with the Extraordinary
Resolution and the Trust Deed;

6.             (subject to paragraph 9 of this Extraordinary Resolution)
sanctions and assents to every abrogation, modification, compromise or
arrangement in respect of the rights of the Noteholders appertaining to the
Notes against the Issuer and/or the Guarantor, whether or not such rights
arise under the Trust Deed, the Conditions or otherwise, involved in,
resulting from or to be effected by the amendments referred to in paragraph 1
of this Extraordinary Resolution and their implementation;

7.             (subject to paragraph 9 of this Extraordinary Resolution)
waives any and all conditions precedent in respect of the execution and
delivery of the Supplemental Trust Deed and the Amended and Restated Final
Terms and implementation of this Extraordinary Resolution and authorises,
requests and instructs the Trustee not to obtain a legal opinion in relation
to the execution of the Supplemental Trust Deed and/or the Amended and
Restated Final Terms;

8.             (subject to paragraph 9 of this Extraordinary Resolution)
discharges and exonerates the Issuer and the Guarantor from all liability for
which it may have become or may become responsible under the Trust Deed, the
Notes or any document related thereto in respect of any act or omission in
connection with the passing of this Extraordinary Resolution or the executing
of any deeds, agreements, documents or instructions, the performance of any
acts, matters or things to be done to carry out and give effect to the matters
contemplated in the Supplemental Trust Deed, the Amended and Restated Final
Terms, the Notice or this Extraordinary Resolution;

9.             declares that the implementation of this Extraordinary
Resolution shall be conditional on:

(a)           the passing of this Extraordinary Resolution; and

(b)           the quorum required for, and the requisite majority of
votes cast at, this Meeting being satisfied by Eligible Noteholders only,
irrespective of any participation at this Meeting by Ineligible Noteholders
(and would also have been so satisfied if any Ineligible Noteholders who
provide confirmation of their status as Ineligible Noteholders and waive their
right to attend (virtually) and vote (or be represented (virtually)) at the
Meeting had actually participated at the Meeting) and further resolves that,
if the Extraordinary Resolution is passed at this Meeting but such condition
is not satisfied, the chairman of this Meeting and the Trustee are hereby
authorised, directed, requested and empowered to adjourn this Meeting until
such date, not less than 13 clear days nor more than 42 clear days later, and
time and place as may be appointed by the chairman of this Meeting and
approved by the Trustee, for the purpose of reconsidering resolutions 1 to 11
of this Extraordinary Resolution with the exception of resolution 9
(#_bookmark16) (b) (#_bookmark16) of this Extraordinary Resolution, and in
place of the foregoing provisions of resolution 9(b) the relevant condition
will be satisfied if the quorum required for, and the requisite majority of
votes cast at, the adjourned Meeting are satisfied by Eligible Noteholders
only, irrespective of any participation at the adjourned Meeting by Ineligible
Noteholders (and would also have been so satisfied if any Ineligible
Noteholders who provide confirmation of their status as Ineligible Noteholders
and waive their right to attend (virtually) and vote (or be represented
(virtually)) at the adjourned Meeting had actually participated at the
adjourned Meeting);

10.          acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:

"Consent Solicitation in respect of the Notes" means the invitation by the
Issuer to all Eligible Noteholders to consent to the modification of the
Conditions relating to the Notes and consequential or related amendments to
the Trust Deed and Final Terms for the Notes, as described in the Consent
Solicitation Memorandum and as the same may be amended in accordance with its
terms;

"Consent Solicitation Memorandum" means the consent solicitation memorandum
dated 24 March 2026 prepared by the Issuer in relation to, inter alia, the
Consent Solicitation in respect of the Notes;

"Eligible Noteholder" means each Noteholder who is (a) located and resident
outside the United States and not a U.S. person or acting for the account or
benefit of a U.S. person (in each case, as defined in Regulation S under the
Securities Act), (b) not a retail investor and, if applicable and acting on a
non-discretionary basis, who is acting on behalf of a beneficial owner that is
not a retail investor, (c) persons who have professional experience in matters
relating to investments who fall within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")
or high net worth entities, and other persons to whom it may otherwise
lawfully be communicated, falling within Article 49(2)(a) to (d) or the Order,
and (d) otherwise a person to whom the Consent Solicitation in respect of the
Notes can be lawfully made and that may lawfully participate in the Consent
Solicitation in respect of the Notes;

"Ineligible Noteholder" means each Noteholder who is not an Eligible
Noteholder;

"Notice" means the notice given by the Issuer to Noteholders on or around 24
March 2026;

"retail investor" means (A) a person in the EEA who is one (or both) of: (i) a
retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU
(as amended or superseded, "MiFID II"); or (ii) a customer within the meaning
of Directive 2016/97, where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or (B) a person
in the UK who is not a professional client, as defined in point (8) of Article
2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue
of the European Union (Withdrawal) Act 2018; and

"Securities Act" means the U.S. Securities Act of 1933, as amended.

11.          agrees that capitalised terms in this document where not
defined herein shall have the meanings given to them in the Trust Deed or the
Notice, as applicable."

INELIGIBLE NOTEHOLDERS

Submission of Ineligible Holder Instructions

Any Noteholder that is not an Eligible Noteholder may not participate in the
Consent Solicitations. However, any Ineligible Noteholder may deliver, or
arrange to have delivered on its behalf, a valid Ineligible Holder Instruction
(as defined below).

In respect of any Notes held through Euroclear Bank SA/NV ("Euroclear") or
Clearstream Banking S.A. ("Clearstream, Luxembourg" and, together with
Euroclear, the "Clearing Systems"), the submission of Ineligible Holder
Instructions will have occurred upon receipt by the Information and Tabulation
Agent from Euroclear or Clearstream, Luxembourg, as applicable, of a valid
instruction (an "Ineligible Holder Instruction") submitted in accordance with
the requirements of Euroclear or Clearstream, Luxembourg, as applicable. Each
such Ineligible Holder Instruction must specify, among other things, the
aggregate principal amount of the Notes of the relevant Series which are
subject to such Ineligible Holder Instruction, and the securities account
number at the relevant Clearing System in which the relevant Notes are held.
The receipt of such Ineligible Holder Instruction by the relevant Clearing
System will be acknowledged in accordance with the standard practices of such
Clearing System and will result in the blocking of the relevant Notes in the
relevant Ineligible Noteholder's account with such Clearing System so that no
transfers may be effected in relation to such Notes until the earlier of (i)
the date on which the relevant Ineligible Holder Instruction is validly
revoked (including the automatic revocation of such Ineligible Holder
Instruction on the termination of the related Consent Solicitation in
accordance with the terms of the relevant Consent Solicitation) and (ii) the
conclusion of the relevant Meeting (or, if applicable, any relevant adjourned
Meeting).

Only Direct Participants (as defined under "Voting and Quorum" below) may
submit Ineligible Holder Instructions. Each beneficial owner of Notes who is
an Ineligible Noteholder and is not a Direct Participant, must arrange for the
Direct Participant through which such beneficial owner of Notes who is an
Ineligible Noteholder holds its Notes to submit an Ineligible Holder
Instruction on its behalf to the relevant Clearing System before the deadlines
specified by the relevant Clearing System.

By delivering, or arranging for the delivery on its behalf, of an Ineligible
Holder Instruction in accordance with the procedures described below, a
Noteholder shall (A) waive its right to attend (virtually) and vote (or be
represented (virtually)) at the relevant Meeting (as the consequence of the
eligibility condition set out in paragraph 9(b) of the relevant Extraordinary
Resolution is that such Extraordinary Resolution will only be implemented
where it is passed irrespective of any participation at the relevant Meeting
by Ineligible Noteholders, such that the attendance and voting at the relevant
Meeting by an Ineligible Noteholder will be of no consequence for such
implementation) and (B) agree, acknowledge, represent, warrant and undertake
to the Issuer, the Guarantor, the Trustee, the Principal Paying Agent, the
Solicitation Agent and the Information and Tabulation Agent at (i) the time of
submission of such Ineligible Holder Instruction, (ii) the Expiration Date,
(iii) the time of the relevant Meeting and at the time of any adjourned
Meeting and (iv) the Implementation Date (and if a Noteholder or Direct
Participant (as defined below) on behalf of any Noteholder is unable to make
any such agreement or acknowledgement or give any such representation,
warranty or undertaking, such Noteholder or Direct Participant should contact
the Information and Tabulation Agent immediately) that:

(a)           It is an Ineligible Noteholder.

(b)           It is not a person or entity (a "Person") (A) that is, or
is directly or indirectly owned or controlled by a Person that is, described
or designated in (i) the most current "Specially Designated Nationals and
Blocked Persons" list (which as of the date hereof can be found at:
https://sanctionslist.ofac.treas.gov/Home/SdnList
(https://sanctionslist.ofac.treas.gov/Home/SdnList) ) or (ii) the Foreign
Sanctions Evaders List (which as of the date hereof can be found at:
https://sanctionslist.ofac.treas.gov/Home/ConsolidatedList
(https://sanctionslist.ofac.treas.gov/Home/ConsolidatedList) ) or (iii) the
most current "Consolidated list of persons, groups and entities subject to EU
financial sanctions" (which as of the date hereof can be found at:
https://data.europa.eu/data/datasets/consolidated-list-of-persons-groups-and-entities-subject-to-eu-financial-sanctions?locale=en
(https://data.europa.eu/data/datasets/consolidated-list-of-persons-groups-and-entities-subject-to-eu-financial-sanctions?locale=en)
) or (iv) the most current "UK sanctions list" (which as of the date hereof
can be found at:
https://www.gov.uk/government/publications/the-uk-sanctions-list
(https://www.gov.uk/government/publications/the-uk-sanctions-list) ); or (B)
that is otherwise the subject of any sanctions administered or enforced by any
Sanctions Authority, other than solely by virtue of their inclusion in: (i)
the most current "Sectoral Sanctions Identifications" list (which as of the
date hereof can be found at:
https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf
(https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf) ) (the "SSI List"),
(ii) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended from
time to time including by Council Regulation No. 960/2014 and Council
Regulation (EU) No 1290/2014 and Council Regulation (EU) No 2015/1797 and
Council Regulation (EU) No 2017/2212 (the "EU Annexes"), or (iii) any other
list maintained by a Sanctions Authority, with similar effect to the SSI List
or the EU Annexes. For these purposes "Sanctions Authority" means each of: (i)
the United States government; (ii) the United Nations; (iii) the European
Union (or any of its member states); (iv) the United Kingdom; (v) any other
equivalent governmental or regulatory authority, institution or agency which
administers economic, financial or trade sanctions; and (vi) the respective
governmental institutions and agencies of any of the foregoing including,
without limitation, the Office of Foreign Assets Control of the US Department
of the Treasury, the United States Department of State, the United States
Department of Commerce, the Foreign, Commonwealth and Development Office and
His Majesty's Treasury.

(c)           It has undertaken all appropriate analysis of the
implications of the relevant Consent Solicitation without reliance on the
Issuer, the Guarantor, the Trustee, the Principal Paying Agent, the
Solicitation Agent or the Information and Tabulation Agent.

(d)           It has observed the laws of all relevant jurisdictions,
obtained all requisite governmental, exchange control or other required
consents, complied with all requisite formalities and paid any issue, transfer
or other taxes or requisite payments due from it in each respect in connection
with its Ineligible Holder Instruction and/or the relevant Extraordinary
Resolution in any jurisdiction and that it has not taken or omitted to take
any action in breach of the representations or which will or may result in the
Issuer, the Guarantor, the Solicitation Agent, the Information and Tabulation
Agent or any other person acting in breach of the legal or regulatory
requirements of any such jurisdiction in connection with the relevant
Extraordinary Resolution.

(e)           Its Ineligible Holder Instruction is made on the terms and
conditions set out in this Notice and therein.

(f)            Its Ineligible Holder Instruction is being submitted in
compliance with the applicable laws or regulations of the jurisdiction in
which the Noteholder is located or in which it is resident or located and no
registration, approval or filing with any regulatory authority of such
jurisdiction is required in connection with such Ineligible Holder
Instruction.

(g)           It holds and will hold, until the earlier of (i) the date
on which its Ineligible Holder Instruction is validly revoked, and (ii)
conclusion of the relevant Meeting or (if applicable) any relevant adjourned
Meeting, as the case may be, the Notes the subject of the Ineligible Holder
Instruction, in the relevant Clearing System and in accordance with the
requirements of the relevant Clearing System and by the deadline required by
the relevant Clearing System, it has submitted, or has caused to be submitted,
an Ineligible Holder Instruction to the relevant Clearing System, as the case
may be, to authorise the blocking of such Notes with effect on and from the
date thereof so that no transfers of such Notes may be effected until the
occurrence of any of the events listed in (i) or (ii) above.

(h)           It acknowledges that none of the Issuer, the Guarantor, the
Trustee, the Solicitation Agent, the Information and Tabulation Agent and the
Principal Paying Agent or any of their respective affiliates, directors,
officers, employees, representatives or agents has made any recommendation as
to whether to vote on the relevant Extraordinary Resolution and it represents
that it has made its own decision with regard to the relevant Extraordinary
Resolution based on any independent legal, financial, tax or other advice that
it has deemed necessary to seek.

(i)            It acknowledges that all authority conferred or agreed to
be conferred pursuant to these acknowledgements, representations, warranties
and undertakings and every obligation of the Noteholder offering to waive its
right to vote on the relevant Extraordinary Resolution shall to the extent
permitted by applicable law be binding upon the successors, assigns, heirs,
executors, trustees in bankruptcy and legal representatives of the Noteholder
waiving its right to vote on the relevant Extraordinary Resolution and shall
not be affected by, and shall survive, the death or incapacity of the
Noteholder waiving its right to vote on the relevant Extraordinary Resolution,
as the case may be.

(j)            It acknowledges that the Notes have not been and will not
be registered under the Securities Act, or the securities laws of any state or
other jurisdiction of the United States, and may not be offered or sold in the
United States or to, or for the account or benefit of, U.S. persons, unless an
exemption from the registration requirements of the Securities Act is
available (terms used in this paragraph that are, unless otherwise specified,
defined in Regulation S under the Securities Act are used as defined in
Regulation S).

(k)           The information given by or on behalf of such Noteholder in
the Ineligible Holder Instruction is true and will be true in all respects at
the time of the relevant Meeting (or any relevant adjourned Meeting).

(l)            No information has been provided to it by the Issuer, the
Guarantor, the Trustee, the Solicitation Agent or the Information and
Tabulation Agent, or any of their respective affiliates, directors, officers,
employees, representatives or agents, with regard to the tax consequences for
Noteholders arising from the participation in any Meeting or the
implementation of any Extraordinary Resolution, and it acknowledges that it is
solely liable for any taxes and similar or related payments imposed on it
under the laws of any applicable jurisdiction as a result of its submission of
the Ineligible Holder Instruction, and agrees that it will not and does not
have any right of recourse (whether by way of reimbursement, indemnity or
otherwise) against the Issuer, the Guarantor, the Trustee, the Solicitation
Agent or the Information and Tabulation Agent, or any of their respective
affiliates, directors, officers, employees, representatives or agents, or any
other person, in respect of such taxes and payments.

The representation set out in paragraph (b) above shall not be sought or given
at any time after such representation is first made if and to the extent that
it is or would be unenforceable by reason of breach of (i) any provision of
Council Regulation (EC) No 2271/1996 of 22 November 1996 (as amended) (or any
law or regulation implementing such Regulation in any member state of the
European Union) or (ii) Council Regulation (EC) No 2271/1996 as it forms part
of domestic law by virtue of the European Union (Withdrawal) Act 2018.

If the relevant Ineligible Noteholder is unable to give any of the
representations and warranties described above, such Ineligible Noteholder
should contact the Information and Tabulation Agent.

Each Ineligible Noteholder submitting an Ineligible Holder Instruction in
accordance with its terms shall have agreed to indemnify the Issuer, the
Guarantor, the Solicitation Agent, the Information and Tabulation Agent, the
Principal Paying Agent, the Trustee and each of their respective affiliates,
directors, officers, employees, representatives or agents against all and any
losses, costs, fees, claims, liabilities, expenses, charges, actions or
demands which any of them may incur or which may be made against any of them
as a result of any breach of any of the terms of, or any of the
representations, warranties and/or undertakings given pursuant to, such
instruction by such Noteholder.

All questions as to the validity, form and eligibility (including the time of
receipt) of any Ineligible Holder Instructions or revocation or revision
thereof or delivery of Ineligible Holder Instructions will be determined by
the Issuer in its sole discretion, which determination will be final and
binding. The Issuer reserves the absolute right to reject any and all
Ineligible Holder Instructions not in a form which is, in the opinion of the
Issuer, lawful. The Issuer also reserves the absolute right to waive defects
in Ineligible Holder Instructions with regard to any Notes. None of the
Issuer, the Guarantor, the Solicitation Agent, the Trustee, the Principal
Paying Agent or the Information and Tabulation Agent shall be under any duty
to give notice to Noteholders or beneficial owners of Notes of any
irregularities in Ineligible Holder Instructions; nor shall any of them incur
any liability for failure to give notification of any material amendments to
the terms and conditions of the Consent Solicitations.

REQUIREMENTS OF U.S. SECURITIES LAWS

In the event the Extraordinary Resolution in respect of a Series is passed and
implemented, the Supplemental Trust Deed relating to the relevant Series will
contain a statement that, until the expiry of the period of 40 days after the
date of the Supplemental Trust Deed, sales of the Notes of the relevant Series
may not be made in the United States or to U.S. persons unless made outside
the United States pursuant to Rules 903 and 904 of Regulation S under the
Securities Act.

GENERAL INFORMATION

The attention of Noteholders is particularly drawn to the quorum required for
the Noteholders Meetings and for any adjourned Meeting which is set out in
paragraphs 1, 2, 3, 4 and 5 of "Voting and Quorum" below. Having regard to
such requirements, Noteholders are strongly urged either to attend (virtually)
the relevant Meeting or to take steps to be represented (virtually) at the
relevant Meeting (including by way of submitting a Consent Instruction or
Ineligible Holder Instruction) as soon as possible.

Voting and Quorum

Noteholders who have submitted and not revoked a valid Consent Instruction or
Ineligible Holder Instruction in respect of the relevant Extraordinary
Resolution by 5.00 p.m. (London time) on 13 April 2026 (the "Expiration
Deadline"), by which they will (i) (in the case of Consent Instructions) have
given instructions for the appointment by the Principal Paying Agent of one or
more representatives of the Information and Tabulation Agent as their proxy to
vote in the manner specified or identified in such Consent Instruction at the
relevant Meeting (or any adjourned such Meeting) or (ii) (in the case of
Ineligible Holder Instructions) waived such rights, need take no further
action to be represented at the relevant Meeting (or any such adjourned such
Meeting).

Noteholders who have not submitted, or who have submitted and revoked, a
Consent Instruction or Ineligible Holder Instruction in respect of the
relevant Extraordinary Resolution by the Expiration Deadline should take note
of the provisions set out below detailing how such Noteholders can attend or
take steps to be represented (virtually) at the relevant Meeting (references
to which, for the purposes of such provisions, include, unless the context
otherwise requires, any adjourned such Meeting).

1.             Subject as set out below, the provisions governing the
convening and holding of each Meeting are set out in Schedule 4 (Provisions
for Meetings of Noteholders) to the Trust Deed, a copy of which is available
for viewing by the Noteholders during normal business hours at the specified
offices of the Principal Paying Agent on any weekday (public holidays
excepted) and may be obtained from the Principal Paying Agent by email.

All of the Notes of each Series are represented by a global Note and are held
by a common depositary for Euroclear and Clearstream, Luxembourg. For the
purpose of the Meetings, a "Direct Participant" shall mean each person who is
for the time being shown in the records of Euroclear or Clearstream,
Luxembourg as the holder of a particular principal amount outstanding of the
Notes.

Each person (a "beneficial owner") who is the owner of a particular principal
amount of the Notes through Euroclear, Clearstream, Luxembourg or a Direct
Participant, should note that a beneficial owner will only be entitled to
attend (virtually) and vote at the relevant Meeting in accordance with the
procedures set out below and where a beneficial owner is not a Direct
Participant it will need to make the necessary arrangements, either directly
or with the intermediary through which it holds its Notes, for the Direct
Participant to complete these procedures on its behalf by all applicable
deadlines.

A Direct Participant or beneficial owner of Notes wishing to attend
(virtually) a Meeting in person must produce at the Meeting a valid voting
certificate or certificates issued by the Principal Paying Agent relating to
the Notes in respect of which such Direct Participant or beneficial owner
wishes to vote.

A Direct Participant not wishing to attend (virtually) a Meeting in person may
(or the beneficial owner of the relevant Notes may arrange for the relevant
Direct Participant on its behalf to) give a voting instruction (by giving an
electronic instruction to block its Notes and to vote in respect of the
relevant Meeting to Euroclear or Clearstream, Luxembourg in accordance with
the procedures of Euroclear or Clearstream, Luxembourg, as applicable)
requiring the Principal Paying Agent to include the votes attributable to its
Notes in a block voting instruction issued by the Principal Paying Agent for
the relevant Meeting or any adjourned such Meeting, and the Principal Paying
Agent shall appoint the Information and Tabulation Agent as their proxy to
attend (virtually) and vote at the relevant Meeting in accordance with such
Direct Participant's instructions.  A Direct Participant holding Notes and
not wishing to attend (virtually) a Meeting in person may alternatively
deliver its valid voting certificate(s) to the person whom it wishes to attend
(virtually) the relevant Meeting on its behalf.

Beneficial owners or their Direct Participants must have made arrangements to
vote with the relevant Clearing System by not later than 48 hours before the
time fixed for the relevant Meeting (or any adjourned such Meeting) and within
the relevant time limit specified by the relevant Clearing System (who may set
a significantly earlier deadline) and request or make arrangements for the
relevant Clearing System to block the Notes in the relevant Direct
Participant's account and to hold the same to the order or under the control
of the Principal Paying Agent.

Notes blocked as set out above will not be released until the earlier of (i)
the date on which the relevant electronic voting and blocking instruction is
validly revoked (including its automatic revocation on the termination of the
related Consent Solicitation); (ii) the conclusion of the relevant Meeting
(or, if applicable, any adjourned such Meeting); and (iii) not less than 48
hours before the time for which the relevant Meeting (or, if applicable, any
adjourned such Meeting) is convened, the notification in writing of any
revocation of a Direct Participant's previous instructions to the relevant
Paying Agent.

Noteholders should note that the timings and procedures set out in this notice
reflect the requirements for Noteholders' Meetings set out in the Trust Deed,
but that the Clearing Systems and the relevant intermediaries may have their
own additional requirements as to timings and procedures for voting on the
relevant Extraordinary Resolution. Accordingly, Noteholders wishing to vote in
respect of the relevant Extraordinary Resolution are strongly urged either to
contact their custodian (in the case of a beneficial owner whose Notes are
held in book-entry form by a custodian) or the relevant Clearing System (in
the case of a Noteholder whose Notes are held in book-entry form directly in
the relevant Clearing System), as soon as possible.

The Issuer has determined that the Meetings be held virtually rather than
physically in person and, in accordance with the provisions of the Trust Deed,
has requested that the Trustee prescribe appropriate regulations regarding the
holding of the Meetings. Each Meeting will be held virtually using a platform
hosted by the chairman of the relevant Meeting to allow attendees to
participate electronically. Details for accessing the relevant Meeting will be
made available to proxies who have been duly appointed under a block voting
instruction and to holders of voting certificates, in each case issued in
accordance with the procedures set out in this Notice. Any Noteholders who
indicate to the Information and Tabulation Agent that they wish to participate
electronically in, or otherwise be represented at, the relevant Meeting
(rather than being represented by the Information and Tabulation Agent
pursuant to a block voting instruction as described above) will be provided
with further details about attending (virtually) the relevant Meeting.

All references in this Notice to attendance or voting "in person" shall refer
to the attendance or voting at the relevant Meeting virtually.

2.             The quorum at any Meeting for passing the relevant
Extraordinary Resolution shall (subject as provided below) be one or more
persons present and holding or representing in the aggregate not less than a
clear majority of the aggregate nominal amount of the relevant Series for the
time being outstanding (as defined in the Trust Deed). If a quorum is not
present within 15 minutes (or such longer period not exceeding 30 minutes as
the chairman may decide) after the time fixed for a Meeting, the relevant
Meeting will be adjourned until such date, not less than 13 clear days nor
more than 42 clear days later, and such time as may be appointed by the
chairman of the relevant Meeting and approved by the Trustee. In addition, if
the quorum required for, and the requisite majority of votes cast at, the
relevant Meeting is satisfied but the Eligibility Condition in respect of such
Meeting is not satisfied, the chairman of the relevant Meeting will adjourn
the relevant Meeting until such date, not less than 13 clear days nor more
than 42 clear days later, and such time as may be appointed by the chairman of
the Meeting and approved by the Trustee. The relevant Extraordinary Resolution
will then be considered at an adjourned Meeting (notice of which will be given
to the Noteholders of the relevant Series). At any adjourned Meeting, one or
more persons being or representing Noteholders of the relevant Series whatever
the nominal amount of the relevant Series held or represented shall (subject
as provided below) form a quorum and shall have the power to pass the
Extraordinary Resolution.

3.             To be passed at the relevant Meeting, an Extraordinary
Resolution requires a majority in favour consisting of not less than
three-quarters of the votes cast at such Meeting.

The question submitted to the relevant Meeting shall be decided in the first
instance by a show of hands unless a poll is (before, or on the declaration of
the result of, the show of hands) demanded by the chairman of the Meeting, the
Issuer, the Trustee or by one or more Voters (whatever the aggregate principal
amount of the Notes so held or represented by them).

At each Meeting, (A) on a show of hands every person who is present in person
(virtually) and who produces a voting certificate or is a proxy or
representative has one vote and (B) on a poll every such person has one vote
in respect of each £1,000 of principal amount of Notes so represented by the
voting certificate so produced or for which he is a proxy or representative.

At any Meeting a declaration by the Chairman that a resolution has or has not
been passed shall be conclusive evidence of the fact without proof of the
number or proportion of the votes cast in favour of or against such
resolution.

4.             The implementation of each Consent Solicitation and the
related Extraordinary Resolution will be conditional on:

(a)           the passing of the relevant Extraordinary Resolution; and

(b)           the quorum required for, and the requisite majority of
votes cast at, the relevant Meeting being satisfied by Eligible Noteholders
only, irrespective of any participation at the relevant Meeting by Ineligible
Noteholders (and would also have been so satisfied if any Ineligible
Noteholders who provide confirmation only of their status as Ineligible
Noteholders and waive their right to attend (virtually) and vote (or be
represented (virtually)) at the relevant Meeting had actually participated at
such Meeting), including, if applicable, the satisfaction of such condition at
an adjourned Meeting (the "Eligibility Condition"),

(together, the "Consent Conditions").

5.             If passed, the Extraordinary Resolution passed at the
Meeting will be binding upon all the Noteholders of the relevant Series,
whether present or not at the relevant Meeting and whether or not voting.

Documents Available for Inspection

Copies of items (a) (#_bookmark24) to (d) below (#_bookmark25) (together, the
"Noteholder Information") will be available from the date of this Notice, for
inspection during normal business hours at the specified offices of the
Principal Paying Agent on any weekday (public holidays excepted) and on the
Transaction Website (https://projects.sodali.com/lseg
(https://projects.sodali.com/lseg) ).

(a)           this Notice;

(b)           the current draft of the Supplemental Trust Deed as
referred to in the relevant Extraordinary Resolution set out above (the
"Supplemental Trust Deed");

(c)           the current drafts of each Amended and Restated Final Terms
as referred to in the relevant Extraordinary Resolution set out above (the
"Amended and Restated Final Terms"); and

(d)           such other ancillary documents as may be approved by the
Trustee and/or such other relevant party as are necessary or desirable to give
effect to the Noteholder Proposal in full.

This Notice should be read in conjunction with the Noteholder Information.

The Noteholder Information may be supplemented from time to time. Existing
Noteholders should note that the Supplemental Trust Deed and each Amended and
Restated Final Terms may be subject to amendment (where such amendments are in
line with the Proposed Amendments) up until 7 days prior to the date fixed for
the relevant initial Meeting. Should such amendments be made, blacklined
copies (showing the changes from the originally available Supplemental Trust
Deed or Amended and Restated Final Terms, as the case may be) and clean
versions will be available from the Information and Tabulation Agent
(including on the Transaction Website (https://projects.sodali.com/lseg)).

Existing Noteholders will be informed of any such amendments to the
Supplemental Trust Deed or Amended and Restated Final Terms by announcements
released on the regulatory news service of the London Stock Exchange.

CONTACT INFORMATION

Further information relating to the Proposed Amendments can be obtained from
the Solicitation Agent directly:

THE SOLICITATION AGENT

Lloyds Bank Corporate Markets plc

33 Old Broad Street

London EC2N 1HZ

United Kingdom

Attention:                              Liability Management
Group

Telephone:                            +44 20 7158 1726

Email:
 lbcmliability.management@lloydsbanking.com

The contact details for the Information and Tabulation Agent, the Principal
Paying Agent and the Trustee are set out below:

 

THE INFORMATION AND TABULATION AGENT

Sodali & Co Limited

The Leadenhall Building

122 Leadenhall Street

London EC3V 4AB

United Kingdom

Telephone:
+44 20 4513 6933

Email:
   lseg@investor.sodali.com

Transaction Website:          https://projects.sodali.com/lseg
(https://projects.sodali.com/lseg)

 THE TRUSTEE                                   THE PRINCIPAL PAYING AGENT

 HSBC Corporate Trustee Company (UK) Limited   HSBC Bank plc

 8 Canada Square                               8 Canada Square

 London E14 5HQ                                London E14 5HQ

 United Kingdom                                United Kingdom

Noteholders whose Notes are held by Euroclear or Clearstream, Luxembourg
should contact the Information and Tabulation Agent at the address details
above for further information on the process for voting at the Meeting.

ANNOUNCEMENTS

If the Issuer and/or LSEG plc is/are required to make an announcement relating
to matters set out in this Notice, any such announcement will be made in
accordance with all applicable rules and regulations via notices to the
Clearing Systems for communication to Noteholders and an announcement released
on the regulatory news service of the London Stock Exchange.

This Notice is given by:

 

LSEG Finance plc

 

Dated: 24 March 2026

Annex to the Notice of Noteholder Meetings of 2028 Noteholders and 2032
Noteholders

AMENDMENTS TO THE CONDITIONS IN RESPECT OF EACH SERIES

PART 1

2028 NOTES

The following amendments will be made to the Final Terms for the 2028 Notes,
which complete the Conditions for the 2028 Notes:

1.             The legend titled "Prohibition of Sales to UK Retail
Investors" included on the front of the Final Terms for the 2028 Notes shall
be deleted, and the item specifying "Prohibition of Sales to UK Retail
Investors" in Part B of the Final Terms shall be specified to be "Not
Applicable".

2.             The legend titled "UK MIFIR Product governance /
Professional investors and ECPs only target market" shall be deleted and
replaced with the following:

                UK MIFIR product governance / Professional investors
and ECPs, and also UK retail investors target market - Solely for the purposes
of the manufacturer's product approval process, the target market assessment
in respect of the Notes has led to the conclusion that: (i) the target market
for the Notes is professional clients, as defined in point (8) of Article 2(1)
of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of
the European Union (Withdrawal) Act 2018 ("EUWA") ("professional client"), and
eligible counterparties, as defined in the FCA Handbook Conduct of Business
Sourcebook and also UK retail clients (for these purposes, a retail client
means a person who is not a professional client); and (ii) all channels for
distribution of the Notes are appropriate. Any person subsequently offering,
selling or recommending the Notes (a "distributor") should take into
consideration the manufacturer's target market assessment; however, a
distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the
manufacturer's target market assessment) and determining appropriate
distribution channels.

3.             The Specified Denominations included in paragraph 6(i) of
Part A of the Final Terms for the 2028 Notes shall be deleted and replaced
with the following:

 
            (i)            £1,000 and integral multiples of
£1,000 in excess thereof

4.             The words "Not Applicable" shall be deleted from the item
specifying "Any clearing system(s) other than Euroclear Bank SA/NV and
Clearstream Banking S.A. and the relevant identification number(s)" in Part B
of the Final Terms for the 2028 Notes and the following language shall be
inserted:

   Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking  The Notes will also be made eligible for Euroclear UK & Ireland Limited
   S.A. and the relevant identification number(s):                                 (formerly known as CRESTCo Limited) via the issue of dematerialised depository
                                                                                   interests representing the Notes

 

PART 2

2032 NOTES

The following amendments will be made to the Final Terms for the 2032 Notes,
which complete the Conditions for the 2032 Notes:

1.             The legend titled "Prohibition of Sales to UK Retail
Investors" included on the front of the Final Terms for the 2032 Notes shall
be deleted, and the item specifying "Prohibition of Sales to UK Retail
Investors" in Part B of the Final Terms shall be specified to be "Not
Applicable".

2.             The legend titled "UK MIFIR Product governance /
Professional investors and ECPs only target market" shall be deleted and
replaced with the following:

                UK MIFIR product governance / Professional investors
and ECPs, and also UK retail investors target market - Solely for the purposes
of the manufacturer's product approval process, the target market assessment
in respect of the Notes has led to the conclusion that: (i) the target market
for the Notes is professional clients, as defined in point (8) of Article 2(1)
of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of
the European Union (Withdrawal) Act 2018 ("EUWA") ("professional client"), and
eligible counterparties, as defined in the FCA Handbook Conduct of Business
Sourcebook and also UK retail clients (for these purposes, a retail client
means a person who is not a professional client); and (ii) all channels for
distribution of the Notes are appropriate. Any person subsequently offering,
selling or recommending the Notes (a "distributor") should take into
consideration the manufacturer's target market assessment; however, a
distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the
manufacturer's target market assessment) and determining appropriate
distribution channels.

3.             The Specified Denominations included in paragraph 6(i) of
Part A of the Final Terms for the 2032 Notes shall be deleted and replaced
with the following:

 
            (i)            £1,000 and integral multiples of
£1,000 in excess thereof

4.             The words "Not Applicable" shall be deleted from the item
specifying "Any clearing system(s) other than Euroclear Bank SA/NV and
Clearstream Banking S.A. and the relevant identification number(s)" in Part B
of the Final Terms for the 2032 Notes and the following language shall be
inserted:

   Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking  The Notes will also be made eligible for Euroclear UK & Ireland Limited
   S.A. and the relevant identification number(s):                                 (formerly known as CRESTCo Limited) via the issue of dematerialised depository
                                                                                   interests representing the Notes

 

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rns@lseg.com (mailto:rns@lseg.com)
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.

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